Founder Secondary Sale Legal Support During a Raise or Investor Transaction

It is usually for startups and founders dealing with a share sale that sits alongside a raise, investor reshuffle or negotiated liquidity event, where the transaction involves more than a basic transfer form. Common examples include a founder selling down part of their holding during a funding round, an investor-backed sale to a new buyer, or a transaction that needs board and shareholder sign-off. If the sale affects several stakeholders or interacts with existing company documents, this broader service is generally a better fit than a narrow document review.

The pressure points are often found in the existing company documents and the expectations of the parties involved. Issues can include transfer restrictions, pre-emptive rights, consent requirements, board approvals, pricing terms, warranties, disclosure points and the order of signing and completion. There can also be practical tension around who the buyer is, how the sale sits with the broader raise and whether investor rights are triggered. Part of the legal work is checking how the proposed sale interacts with the constitution, shareholders agreement and company records before the transaction moves ahead.

It helps to have the proposed commercial terms of the sale, the company constitution, any shareholders agreement, cap table information, and any draft documents or investor communications already in circulation. We may also need details of the seller, buyer, number of shares, price, timing and whether the sale is linked to a current fundraising. If board or shareholder approvals may be needed, those background documents are useful too. Having the company records available early can make it easier to identify transfer restrictions, consent rights and completion steps.

Completion is often more than just getting signatures on the sale documents. The company may need to check conditions precedent, update the share register, issue board records, confirm that approvals have been obtained and make sure the transaction file matches the final agreed position. Completion steps can depend on the company records and any existing shareholder arrangements, so the process is not always identical from one startup to the next. Ongoing post-completion support is not included automatically, but further help can be scoped if related governance or fundraising work is needed.

The service generally includes legal review of the proposed sale structure, drafting or reviewing the main secondary sale documents, advice on approvals and transaction steps, and legal comments on issues raised by the founder, investors or the company. It is intended to cover the core legal work commonly needed for the sale itself and the immediate path to completion. Tax advice is not included, and tax and accounting consequences may need separate advice. Ongoing representation after the agreed work is completed would need to be arranged separately.

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Prices typically range from $250 to $2,500 AUD depending on the complexity and scope of the work. For ongoing support, Sprintlaw Memberships include options such as legal templates, consultations, a legal helpline and credits for services.

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